Knowledgebase

Announcement of cross-border merger

The announcement to be published in the Official Gazette must include the following details:

• the form, name and registered office of the merging companies;
• the relevant filing registers for each one of the merging companies;
• reference to the manner in which the rights of the minority of shareholders and creditors will be exercised.

Common draft terms of Cross-border merger

The common draft terms of cross-border merger must include at least the following details:

1. form, name and registered office of the merging companies, as well as of the company resulting from the cross-border merger;
2. the ratio relating to the exchange of shares in the share capital of the company as well as the amount that may be paid in cash;
3. the terms of issue of shares or securities that will represent the capital of the company resulting from the cross-border merger;
4. possible consequences on employment from the cross-border merger;
5. the date from which the possession of shares or securities in the capital of the company resulting from the cross-border merger, will be giving the right of participation in profits to the holders;
6. the date from which the transactions of the merging companies will be treated, for accounting purposes, as being done by the company resulting from the cross-border merger;
7. the rights conferred by the company emerging from the cross-border merger to the members that have special rights or to the holders of securities other than shares which represent the capital of the company or the measures proposed in relation to them;
8. any special advantages granted to the experts who will examine the terms of the cross-border merger or to members of administrating, managing, supervising or controlling bodies of the merging companies;
9. the memorandum and articles of association of the company resulting from the cross-border merger;
10. where required, information on the procedures by which the rules governing the role of employees in the determination of their rights of participation in the company resulting from the cross-border merger are determined;
11. information on the evaluation of assets and liabilities transferred to the company resulting from the cross-border merger;
12. the dates of the accounts of the merging companies used to determine the terms of the cross-border merger.

For further information regarding the relevant procedure, you are advised to refer to the following pages:

• Cross border merger through which the resulting company is a Cyprus Company
• Cross Border Merger where the Cyprus Company is the absorbed company